PFIC Matters. If a Purchaser so requests in writing for any taxable year of the Company, the Company, after consulting with its outside accounting firm, shall within 15 days notify the Buyer in writing that either (A) neither the Company nor any of its Subsidiaries was a PFIC for such year, or (B) the Company and/or one or more of its Subsidiaries was a PFIC for such year, in which event the Company shall provide to such Purchaser, upon the reasonable written request of such Purchaser, the information reasonably necessary to allow such Purchaser to elect to treat each of the Company and the applicable Subsidiaries (if any), respectively, as a “qualified electing fund” (within the meaning of Code Section 1295) for such year, including a “PFIC Annual Information Statement” as described in U.S. Treasury Regulation Section 1.1295-1(g)(1) (or any successor Treasury Regulation). For purposes hereof, “PFIC” means a “passive foreign investment company” within the meaning of Section 1297(a) of the Code.
PFIC Matters. No member of the Group Companies is or expects to become, a passive foreign investment company (“PFIC”) or a controlled foreign corporation (“CFC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) for the current taxable year or any future taxable year. The Company has not elected to be treated as other than a corporation for U.S. federal income tax purposes.
PFIC Matters. (a) As soon as reasonably practicable (but in any event, within seventy-five (75) days) following the end of each taxable year of the Company and each Subsidiary (as determined for U.S. federal income tax purposes), the Company shall (with the assistance of its outside U.S. tax advisors) determine whether or not the Company or any Subsidiary was a PFIC for such taxable year, and shall provide a report regarding such determination to the Investor.
PFIC Matters. The Issuer shall determine whether the Issuer is a “passive foreign investment company,” as defined in Section 1297 of the Code (a “PFIC”). In the event that the Issuer determines that it is a PFIC, the Issuer shall notify the Subscibers of such determination. The Issuer shall, within 90 days after the end of the Issuer’s fiscal year, provide the Subscribers with: (i) a PFIC Annual Information Statement or an Annual Intermediary Statement, as applicable and in each case within the meaning of U.S. Treas.
PFIC Matters. Parent shall provide to Parent shareholders a properly prepared and qualifying “PFIC Annual Information Statement” (as described in Treasury Regulations Section 1.1295-1(g)) as is required in order to enable such Parent shareholders to make a timely and valid “Qualifying Electing Fund” election under Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) for any taxable year during which Parent more likely than not qualifies as a “Passive Foreign Investment Company” under Section 1297 of the Code (and the Treasury Regulations promulgated thereunder). AARK and the Company shall assist and cooperate with Parent to provide the PFIC Annual Information Statement.
PFIC Matters. Parent and the Surviving Company shall provide (or cause to be provided) to the Shareholder Representative such information with respect to the taxable years of its Subsidiaries that include the Closing Date (the “Closing Date Taxable Years,” or, separately, a “Closing Date Taxable Year”) as is necessary for the Shareholder Representative to make the designation referenced in the second sentence of this paragraph, including the most recent financial statements for Bully 1 Joint Venture and Bully 2 Joint Venture, within 90 days after the end of each Closing Date Taxable Year. No later than 30 days after the receipt of such information for a Subsidiary, the Shareholder Representative shall advise Parent whether or not it designates such Subsidiary as a “passive foreign investment company,” within the meaning of section 1297 of the Code, for the Closing Date Taxable Year of such Subsidiary. Within 30 days after notification by the Shareholder Representative that such a Subsidiary has been so designated, Parent shall provide the Closing Date Principal Shareholders with a “PFIC Annual Information Statement” in accordance with U.S. Treasury regulations section 1.1295-1 (g) for such Subsidiary and shall provide any other information reasonably requested by the Closing Date Principal Shareholders with respect to the Closing Date Taxable Year of such Subsidiary as the Closing Date Principal Shareholders may need to comply with reporting obligations with respect to the ownership of a passive foreign investment company.
